3Rights and powers attaching to shares

The principal Act is amended by repealing section 40, and substituting the following section:

“40Contracts for issue of shares

A contract or deed under which a company is or may be required to issue shares, whether on the exercise of an option or on the conversion of securities or otherwise, is an illegal contract for the purposes of the Illegal Contracts Act 1970 unless—

“(a)the board is entitled to issue the shares; and

“(b)either—

“(i)the board has complied with section 47 or section 49; or

“(ii)all entitled persons agree or concur with the issue of the shares under section 107(2); or

“(iii)the contract or deed expressly provides that the contract or deed is subject to—

“(A)the board complying with section 47 or section 49; or

“(B)all entitled persons agreeing to or concurring with the issue of the shares under section 107(2).”

5Transfer of shares under approved system

Section 85(1) of the principal Act is amended by repealing paragraph (c), and substituting the following paragraph:

“(c)either—

“(i)the Act or the constitution expressly permits the board to refuse or delay registration for the reasons stated; or

“(ii)any identification number assigned to the shares or issued to the holder of the shares under a system of transfer approved under section 7 of the Securities Transfer Act 1991 is not recorded on the form of transfer of the shares or otherwise communicated in writing to the company by or on behalf of the transferor.”

6Share certificates

Section 95(2) of the principal Act is amended by omitting the words “of this section”, and substituting the expression “or subsection (5)”.

7Unanimous assent to certain types of action

Section 107(1)(c) of the principal Act is amended by omitting the expression “58”, and substituting the expression “59”.

8Resolution in lieu of meeting

Section 122(3A) of the principal Act is amended by omitting the words “For the purposes of subsection (2), any such resolution”, and substituting the words “Any resolution in writing under this section”.

9Meaning of director

Section 126(1) of the principal Act is amended by omitting from paragraphs (b) and (c) the words “and 301 of this Act”, and substituting in each case the expression “301, 383, and 385”.

10Major transactions

Section 129(2A) of the principal Act is amended by inserting, before the word “paragraph”, the words “paragraph (b) or”.

11Disclosure of interest

Section 140(2) of the principal Act is amended by omitting the word “or” in the first place where it appears, and substituting the words “and, if the company has more than 1 director,”.

The principal Act is amended by inserting, after section 258, the following section:

“258ADuty to notify suspected offences

“(1)A liquidator of a company who considers that an offence that is material to the liquidation has been committed by the company or any director of the company against this Act or any of the following Acts must report that fact to the Registrar:

“(a)the Companies Act 1955:

“(b)the Crimes Act 1961:

“(c)the Securities Act 1978:

“(d)the Financial Reporting Act 1993:

“(e)the Takeovers Act 1993.

“(2)A report made under subsection (1), and any communications between the liquidator and Registrar relating to that report, are protected by absolute privilege.

“(3)A liquidator who fails to comply with subsection (1) commits an offence and is liable on conviction to the penalty set out in section 373(2).”

13Power to obtain documents and information

Section 261 of the principal Act is amended by inserting, after subsection (6), the following subsection:

“(6A)A person who fails to comply with a notice given under this section commits an offence and is liable on conviction to the penalty set out in section 373(3).”

14Penalty for failure to comply with Act

(1)Section 373(2) of the principal Act is amended by inserting, after paragraph (m), the following paragraph:

“(ma)section 258A(2) (which relates to the duty of liquidators to notify suspected offences):”.

(2)Section 373(3) of the principal Act is amended by repealing paragraphs (a) and (b), and substituting the following paragraphs:

“(a)section 261(6A) (which relates to the power of liquidators to obtain documents and information):

“(b)section 273(2) (which relates to certain prohibited conduct):

“(c)section 274(2) (which relates to the duty to identify and deliver property).”

15Registrar may prohibit persons from managing companies

Section 385 of the principal Act is amended by repealing subsection (5), and substituting the following subsection:

“(5)The Registrar must not exercise the power conferred by subsection (3) unless—

“(a)not less than 10 working days' notice of the fact that the Registrar intends to consider the exercise of it is given to the person; and